AMAZON.COM ANNOUNCES 28% SALES GROWTH FUELED BY LOWER PRICES; FREE SUPER SAVER SHIPPING ON ORDERS OVER $25 TO CONTINUE YEAR-ROUND SEATTLE—(BUSINESS WIRE)—January 23, 2003—Amazon.com, Inc. (NASD: AMZN), today announced financial results for its fourth quarter and fiscal year ended December 31, 2002. Free cash flow was $135 million for fiscal 2002, compared with negative $170 million for 2001. Free cash flow includes cash outflows for interest and capital expenditures and excludes proceeds from the exercise of stock-based employee awards. Common shares outstanding plus shares underlying stock-based employee awards totaled 433 million at December 31, 2002, a decrease of 1% compared with a year ago. Net sales were a record $1.429 billion in the fourth quarter, compared with $1.115 billion in the fourth quarter 2001, an increase of 28%. Net sales grew 26% to a record $3.933 billion for fiscal 2002, compared with $3.122 billion for 2001. Operating income was $71 million in the fourth quarter, or 5% of net sales, compared with $15 million in the fourth quarter 2001. Operating income for fiscal 2002 improved to $64 million, or 2% of net sales, compared with a 2001 operating loss of $412 million. Pro forma operating profit in the fourth quarter grew 74% to $102 million, or 7% of net sales, compared with a fourth quarter 2001 pro forma operating profit of $59 million. Pro forma operating profit for fiscal 2002 was $180 million, or 5% of net sales, an improvement of $225 million compared with 2001. Net income was $3 million, or $0.01 per share, in the fourth quarter, compared with $5 million in the fourth quarter 2001, or $0.01 per share. Net loss for fiscal 2002 was $149 million, or $0.39 per share, compared with $567 million, or $1.56 per share, in 2001. Pro forma net profit in the fourth quarter, which includes interest expense, grew over $40 million to $75 million, or $0.19 per share, compared with $35 million, or $0.09 per share, in the fourth quarter 2001. Pro forma net profit for fiscal 2002 improved over $223 million to $66 million, or $0.17 per share, compared with a 2001 pro forma net loss of $157 million, or $0.43 per share. (Details on the differences between GAAP results and pro forma results are included below, with a tabular reconciliation of those differences included in the attached financial statements.) “On top of the five price cuts we’ve made over the past 18 months, we’re announcing today that we’ve decided to make Free Super Saver Shipping on orders over $25 a full-time, year-round offer,” said Jeff Bezos, Amazon.com founder and CEO. “We’re at a tipping point. Customers are now shopping at Amazon.com as much for our lower prices as for our selection and convenience.” In addition to its year-round Free Super Saver Shipping on orders over $25 at www.amazon.com, the Company offers free shipping options at its U.K., German, French, Japanese and Canadian sites. Amazon.com also offers 30% off books over $15 and significantly lowered prices on electronics, tools, and bestselling CDs and DVDs. “Our continued operational progress and momentum allow us to offer year-round free shipping and at the same time increase our 2003 guidance,” said Tom Szkutak, chief financial officer of Amazon.com. “Our 2003 objective is to continue improving productivity and lowering prices for customers.” Highlights of Fourth Quarter and Fiscal 2002 Results (comparisons are with the equivalent period of 2001) Worldwide unit growth was 34% for 2002. Third-party seller transactions (new, used and refurbished items sold on Amazon.com product detail pages by businesses and individuals) grew to 21% of worldwide units in the fourth quarter, compared with 16% of units a year ago. Page 1 of 16 Inventory turns improved 22% to 19 for 2002, up from 16. Books, Music and DVD/Video segment sales grew 13% to $606 million in the fourth quarter and pro forma operating profit grew 14% to $73 million. Electronics, Tools and Kitchen segment sales grew 21% to $262 million in the fourth quarter and pro forma operating loss declined 52% to $10 million. International segment sales, representing the Company’s U.K., German, French and Japanese sites, grew 76% to $461 million in the fourth quarter and exceeded $1 billion for the first time with sales of $1.169 billion in 2002. Pro forma operating profit was $20 million in the fourth quarter, or 4% of net sales, and approached breakeven for 2002. Apparel and Accessories, with more than 450 brands and one shopping cart, is the Company’s fastest growing store in terms of units sold in the first 60 days since it opened in November. Financial Guidance and 2003 Expectations The following forward-looking statements reflect Amazon.com’s expectations as of January 23, 2003. Results may be materially affected by many factors, such as changes in global economic conditions and consumer spending, fluctuations in foreign-currency rates, the emerging nature and rate of growth of the Internet and online commerce, and the various factors detailed below. First Quarter 2003 Guidance First quarter net sales are expected to be between $1.025 billion and $1.075 billion, or grow between 21% and 27%. First quarter pro forma net profit is expected to be between $5 million and $20 million, or between $0.01 per share and $0.05 per share. Full Year 2003 Expectations Net sales are expected to grow over 15%. Pro forma net profit is expected to be over $115 million, or over $0.27 per share. A conference call will be Webcast live today at 2 p.m. PT/5 p.m. ET and will be available through March 31, 2003, at www.amazon.com/ir. This call will contain forward-looking statements and other material information. These forward-looking statements are inherently difficult to predict. Actual results could differ materially for a variety of reasons, including, among others, the rate of growth of the economy in general and of the Internet and online commerce; customer spending patterns; the amount that Amazon.com invests in new business opportunities and the timing of those investments; the mix of products sold to customers; the mix of net sales derived from products as compared with services; competition; risks of inventory management; the degree to which the Company enters into, maintains and develops service relationships with third-party sellers and other strategic transactions; foreign-currency exchange risks; seasonality; international growth and expansion; risks of fulfillment throughput and productivity; and fluctuations in the value of securities and non-cash payments Amazon.com receives in connection with such transactions. Other risks and uncertainties include, among others, risk of future losses, significant amount of indebtedness, potential fluctuations in operating results, management of potential growth, system interruptions, consumer trends, fulfillment center optimization, inventory, limited operating history, government regulation and taxation, customer or third-party sellers fraud, Amazon.com Payments, and new business areas, business combinations and strategic alliances. More information about factors that potentially could affect Amazon.com’s financial results is included in Amazon.com’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2001, and all subsequent filings. Pro Forma Results Pro forma results, which generally exclude non-operational, non-cash expenses and income as well as one-time charges, are provided as a complement to results provided in accordance with accounting principles generally accepted in the United States (known as “GAAP”). Management uses such pro forma measures internally to evaluate the Company’s Page 2 of 16 performance and manage its operations. A reconciliation of GAAP to pro forma is included in the attached financial statements. Pro forma operating profit (loss) excludes the following line items on the Company’s statements of operations: Stock-based compensation, Amortization of goodwill and other intangibles, and Restructuring-related and other. Pro forma net profit (loss) excludes, in addition to the line items described above, the following line items on the Company’s statements of operations: Other gains (losses), net, Equity in losses of equity-method investees, net, and Cumulative effect of change in accounting principle. About Amazon.com Amazon.com, a Fortune 500 company based in Seattle, opened its virtual doors on the World Wide Web in July 1995 and today offers Earth's Biggest Selection. Amazon.com seeks to be the world's most customer-centric company, where customers can find and discover anything they might want to buy online at a great price. Amazon.com and sellers list millions of unique new and used items in categories such as apparel and accessories, electronics, computers, kitchen and housewares, books, music, DVDs, videos, cameras and photo items, office products, toys, baby items and baby registry, software, computer and video games, cell phones and service, tools and hardware, travel services, magazine subscriptions and outdoor living items. Through Amazon Marketplace, zShops and Auctions, any business or individual can sell virtually anything to Amazon.com's millions of customers. Amazon.com operates six global Web sites: www.amazon.com, www.amazon.co.uk, www.amazon.de, www.amazon.fr, www.amazon.co.jp and www.amazon.ca. Contact: Amazon.com Investor Relations Tim Halladay, 206/266-2171, [email protected] Amazon.com Public Relations Bill Curry, 206/266-7180 Page 3 of 16 AMAZON.COM, INC. Consolidated Statements of Cash Flows (in thousands) (unaudited) Three Months Ended December 31, 2002 2001 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD OPERATING ACTIVITIES: Net income (loss) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation of fixed assets and other amortization Stock-based compensation Equity in losses of equity-method investees, net Amortization of goodwill and other intangibles Non-cash restructuring-related and other Gain on sale of marketable securities, net Other losses (gains), net Non-cash interest expense and other Cumulative effect of change in accounting principle Changes in operating assets and liabilities: Inventories Accounts receivable, net and other current assets Accounts payable Accrued expenses and other current liabilities Unearned revenue Amortization of previously unearned revenue Interest payable Net cash provided by (used in) operating activities $ INVESTING ACTIVITIES: Sales and maturities of marketable securities and other investments Purchases of marketable securities Purchases of fixed assets, including internal-use software and Web site development Investments in equity-method investees and other investments Net cash used in investing activities FINANCING ACTIVITIES: Proceeds from exercise of stock options and other Proceeds from issuance of common stock, net of issuance costs Proceeds from long-term debt and other Repayment of capital lease obligations and other Net cash provided by (used in) financing activities Effect of exchange-rate changes on cash and cash equivalents Net increase (decrease) in cash and cash equivalents CASH AND CASH EQUIVALENTS, END OF PERIOD $ SUPPLEMENTAL CASH FLOW INFORMATION: Fixed assets acquired under capital leases and other financing arrangements Equity securities received for commercial agreements Stock issued in connection with business acquisitions and minority investments Cash paid for interest $ 327,564 2002 432,307 2,651 5,087 19,863 35,680 700 913 1,100 (1,867) 40,596 7,150 - $ 2001 540,282 $ 822,435 (149,132) (567,277) 21,047 1,937 1,855 37,537 2,883 (198) (16,312) 6,510 - 82,274 68,927 4,169 5,478 3,470 (5,700) 96,273 29,586 (801) 84,709 4,637 30,327 181,033 73,293 (1,335) 2,141 26,629 10,523 (48,368) (1,528) 262,838 41,946 19,763 (37,725) 28,867 372,579 (13,813) 2,641 209,546 65,243 38,098 (40,408) 27,467 349,120 (51,303) (32,948) 156,542 4,491 95,404 (135,466) 3,027 174,291 30,628 20,732 (44,438) 50,031 114,738 (135,808) (345) (119,782) 152,757 (173,520) (15,516) (36,279) 67,316 (286,214) (7,534) (6,198) (232,630) 553,289 (635,810) (39,163) (121,684) 370,377 (567,152) (50,321) (6,198) (253,294) 65,376 (2,674) 62,702 11,688 410,690 738,254 2,047 (4,440) (2,393) (6,122) 107,975 540,282 121,689 (14,795) 106,894 38,471 197,972 738,254 16,625 99,831 10,000 (19,575) 106,881 (15,958) (282,153) 540,282 726 642 Note: The attached "Financial and Operational Highlights" are an integral part of the press release financial statements. Page 4 of 16 $ Year Ended December 31, $ $ 1,114 5,000 1,194 $ $ 3,023 111,589 $ $ 5,597 331 5,000 112,184 AMAZON.COM, INC. Consolidated Statements of Operations (in thousands, except per share data) (unaudited) Three Months Ended December 31, 2002 2001 Net sales Cost of sales Gross profit $ Operating expenses: Fulfillment Marketing Technology and content General and administrative Stock-based compensation (1) Amortization of goodwill and other intangibles Restructuring-related and other Total operating expenses 1,428,610 1,093,451 335,159 2002 1,115,171 841,122 274,049 $ 2001 3,932,936 2,940,318 992,618 $ 3,122,433 2,323,875 798,558 126,559 37,579 49,048 20,015 35,680 913 (5,158) 264,636 109,019 34,450 52,325 19,575 1,937 37,537 4,681 259,524 392,467 125,383 215,617 79,049 68,927 5,478 41,573 928,494 70,523 14,525 64,124 (412,257) 6,785 (36,108) 2,747 (40,596) (67,172) 6,030 (35,290) 5,365 16,312 (7,583) 23,687 (142,925) 5,623 (96,273) (209,888) 29,103 (139,232) (1,900) (2,141) (114,170) 3,351 6,942 (145,764) (526,427) (4,169) (30,327) (149,933) (556,754) Income (loss) from operations Interest income Interest expense Other income (expense), net Other gains (losses), net Total non-operating expenses, net $ Year Ended December 31, Income (loss) before equity in losses of equity-method investees Equity in losses of equity-method investees, net (700) (1,855) Income (loss) before change in accounting principle 2,651 5,087 Cumulative effect of change in accounting principle - - 374,250 138,283 241,165 89,862 4,637 181,033 181,585 1,210,815 801 (10,523) Net income (loss) $ 2,651 $ 5,087 $ (149,132) $ (567,277) Basic income (loss) per share: Prior to cumulative effect of change in accounting principle Cumulative effect of change in accounting principle $ 0.01 0.01 $ 0.01 0.01 $ (0.40) 0.01 (0.39) $ (1.53) (0.03) (1.56) 0.01 0.01 $ 0.01 0.01 $ (0.40) 0.01 (0.39) $ $ Diluted income (loss) per share: Prior to cumulative effect of change in accounting principle Cumulative effect of change in accounting principle $ $ Shares used in computation of income (loss) per share: Basic Diluted (1) Components of stock-based compensation: Fulfillment Marketing Technology and content General and administrative $ $ 383,702 407,056 $ $ 6,614 1,820 18,621 8,625 35,680 $ $ 371,420 384,045 $ $ 275 320 1,015 327 1,937 $ 378,363 378,363 $ $ Note: The attached "Financial and Operational Highlights" are an integral part of the press release financial statements. Page 5 of 16 $ 12,126 4,239 35,926 16,636 68,927 (1.53) (0.03) (1.56) 364,211 364,211 $ $ 481 690 2,723 743 4,637 AMAZON.COM, INC. Pro Forma Statements of Operations (in thousands, except per share data) (unaudited) Three Months Ended December 31, 2002 Pro Forma As Reported (1) Adjustments Net sales Cost of sales Gross profit $ Operating expenses: Fulfillment Marketing Technology and content General and administrative Stock-based compensation Amortization of goodwill and other intangibles Restructuring-related and other Total operating expenses Income from operations Interest income Interest expense Other income (expense), net Other gains (losses), net Total non-operating expenses, net Income before equity in losses of equity-method investees 1,428,610 1,093,451 335,159 - $ 1,428,610 1,093,451 335,159 $ 1,115,171 841,122 274,049 $ - Pro Forma $ 1,115,171 841,122 274,049 126,559 37,579 49,048 20,015 35,680 913 (5,158) 264,636 (35,680) (913) 5,158 (31,435) 126,559 37,579 49,048 20,015 233,201 109,019 34,450 52,325 19,575 1,937 37,537 4,681 259,524 (1,937) (37,537) (4,681) (44,155) 109,019 34,450 52,325 19,575 215,369 70,523 31,435 101,958 14,525 44,155 58,680 6,785 (36,108) 2,747 (40,596) (67,172) 40,596 40,596 6,785 (36,108) 2,747 (26,576) 6,030 (35,290) 5,365 16,312 (7,583) (16,312) (16,312) 6,030 (35,290) 5,365 (23,895) 3,351 72,031 75,382 6,942 27,843 34,785 - (1,855) 1,855 - Equity in losses of equity-method investees, net (700) Net income $ 2,651 Net cash provided by operating activities $ 372,579 Basic income per share Diluted income per share $ $ 0.01 0.01 Shares used in computation of income per share Basic Diluted $ Pro Forma Three Months Ended December 31, 2001 Pro Forma As Reported (1) Adjustments 700 $ 72,731 $ $ 0.19 0.18 $ 75,382 $ 5,087 $ 372,579 $ 349,120 $ $ 0.20 0.19 $ $ 0.01 0.01 383,702 407,056 (1) In accordance with accounting principles generally accepted in the United States. Note: The attached "Financial and Operational Highlights" are an integral part of the press release financial statements. Page 6 of 16 383,702 407,056 371,420 384,045 $ $ $ 29,698 0.08 0.08 $ 34,785 $ 349,120 $ $ 0.09 0.09 371,420 384,045 AMAZON.COM, INC. Pro Forma Statements of Operations (in thousands, except per share data) (unaudited) Year Ended December 31, 2002 Pro Forma As Reported (1) Adjustments Net sales Cost of sales Gross profit $ Operating expenses: Fulfillment Marketing Technology and content General and administrative Stock-based compensation Amortization of goodwill and other intangibles Restructuring-related and other Total operating expenses 3,932,936 2,940,318 992,618 $ - Pro Forma $ 3,932,936 2,940,318 992,618 392,467 125,383 215,617 79,049 68,927 5,478 41,573 928,494 (68,927) (5,478) (41,573) (115,978) 392,467 125,383 215,617 79,049 812,516 64,124 115,978 180,102 Interest income Interest expense Other income (expense), net Other gains (losses), net Total non-operating expenses, net 23,687 (142,925) 5,623 (96,273) (209,888) 96,273 96,273 Income (loss) before equity in losses of equity-method investees (145,764) 212,251 (4,169) 4,169 (149,933) 216,420 Income (loss) from operations Equity in losses of equity-method investees, net Income (loss) before change in accounting principle Cumulative effect of change in accounting principle 801 Net income (loss) $ (149,132) Net cash provided by (used in) operating activities $ 174,291 Basic income (loss) per share: Prior to cumulative effect of change in accounting principle Cumulative effect of change in accounting principle $ $ Diluted income (loss) per share: Prior to cumulative effect of change in accounting principle Cumulative effect of change in accounting principle $ $ Shares used in computation of income (loss) per share Basic Diluted (801) $ (0.40) 0.01 (0.39) $ (0.40) 0.01 (0.39) $ $ $ 215,619 Year Ended December 31, 2001 Pro Forma As Reported (1) Adjustments $ 3,122,433 2,323,875 798,558 $ 374,250 138,283 241,165 89,862 4,637 181,033 181,585 1,210,815 (412,257) 367,255 (45,002) 23,687 (142,925) 5,623 (113,615) 29,103 (139,232) (1,900) (2,141) (114,170) 2,141 2,141 29,103 (139,232) (1,900) (112,029) 66,487 (526,427) 369,396 (157,031) - (30,327) 30,327 66,487 (556,754) 399,723 - (10,523) 10,523 $ (567,277) $ 174,291 $ (119,782) 0.58 (0.01) 0.57 $ 0.18 0.18 $ (1.53) (0.03) (1.56) $ 0.57 (0.01) 0.56 $ 0.17 0.17 $ (1.53) (0.03) (1.56) $ 378,363 378,363 (1) In accordance with accounting principles generally accepted in the United States. Note: The attached "Financial and Operational Highlights" are an integral part of the press release financial statements. Page 7 of 16 3,122,433 2,323,875 798,558 374,250 138,283 241,165 89,862 843,560 66,487 $ $ (4,637) (181,033) (181,585) (367,255) $ $ - Pro Forma 378,363 399,656 $ $ 364,211 364,211 $ $ $ 410,246 (157,031) $ (157,031) $ (119,782) 1.10 0.03 1.13 $ (0.43) (0.43) 1.10 0.03 1.13 $ $ $ (0.43) (0.43) 364,211 364,211 AMAZON.COM, INC. Segment Information (in thousands) (unaudited) Three Months Ended December 31, 2002 Books, Music and DVD/Video Net sales Gross profit Pro forma income (loss) from operations Stock-based compensation Amortization of other intangibles Restructuring-related and other Total non-operating expenses, net Equity in losses of equity-method investees, net Net income $ 606,098 164,276 72,805 North America Electronics, Tools and Kitchen $ Total 261,881 $ 38,895 (9,895) International 867,979 203,171 62,910 $ Services 461,418 91,988 19,992 $ Consolidated 99,213 40,000 19,056 $ $ Segment highlights: Y / Y net sales growth Y / Y gross profit growth Gross margin Pro forma operating margin Net sales mix 13% 17% 27% 12% 43% 21% 12% 15% (4%) 18% 15% 16% 23% 7% 61% 76% 67% 20% 4% 32% 1% (10%) 40% 19% 7% 1,428,610 335,159 101,958 (35,680) (913) 5,158 (67,172) (700) 2,651 28% 22% 23% 7% 100% Three Months Ended December 31, 2001 Books, Music and DVD/Video Net sales Gross profit Pro forma income (loss) from operations Stock-based compensation Amortization of goodwill and other intangibles Restructuring-related and other Total non-operating expenses, net Equity in losses of equity-method investees, net Net income Segment highlights: Y / Y net sales growth Y / Y gross profit growth Gross margin Pro forma operating margin Net sales mix $ 538,012 139,812 63,938 North America Electronics, Tools and Kitchen $ 216,614 $ 34,678 (20,423) Total International 754,626 174,490 43,515 $ 262,432 $ 55,028 (10,550) Services Consolidated 98,113 44,531 25,715 $ $ 5% 1% 26% 12% 48% (2%) 55% 16% (9%) 19% Note: The attached "Financial and Operational Highlights" are an integral part of the press release financial statements. Page 8 of 16 3% 8% 23% 6% 67% 81% 110% 21% (4%) 24% 3% 21% 45% 26% 9% 1,115,171 274,049 58,680 (1,937) (37,537) (4,681) (7,583) (1,855) 5,087 15% 22% 25% 5% 100% AMAZON.COM, INC. Segment Information (in thousands) (unaudited) Year Ended December 31, 2002 Books, Music and DVD/Video Net sales Gross profit Pro forma income (loss) from operations Stock-based compensation Amortization of other intangibles Restructuring-related and other Total non-operating expenses, net Equity in losses of equity-method investees, net Cumulative effect of change in accounting principle Net loss $ 1,873,291 527,542 211,363 North America Electronics, Tools and Kitchen $ 645,031 $ 89,863 (73,220) Total International 2,518,322 617,405 138,143 $ 1,168,935 $ 249,089 (640) Services Consolidated 245,679 126,124 42,599 $ $ Segment highlights: Y / Y net sales growth Y / Y gross profit growth Gross margin Pro forma operating margin Net sales mix 11% 16% 28% 11% 48% 18% 15% 14% (11%) 16% 13% 16% 25% 5% 64% 77% 77% 21% (0%) 30% 9% (0%) 51% 17% 6% 3,932,936 992,618 180,102 (68,927) (5,478) (41,573) (209,888) (4,169) 801 (149,132) 26% 24% 25% 5% 100% Year Ended December 31, 2001 Books, Music and DVD/Video Net sales Gross profit Pro forma income (loss) from operations Stock-based compensation Amortization of goodwill and other intangibles Restructuring-related and other Total non-operating expenses, net Equity in losses of equity-method investees, net Cumulative effect of change in accounting principle Net loss Segment highlights: Y / Y net sales growth Y / Y gross profit growth Gross margin Pro forma operating margin Net sales mix $ 1,688,752 453,129 156,753 North America Electronics, Tools and Kitchen $ 547,190 $ 78,384 (140,685) Total International 2,235,942 531,513 16,068 $ 661,374 $ 140,606 (103,112) Services Consolidated 225,117 126,439 42,042 $ $ (1%) 9% 27% 9% 54% 13% 76% 14% (26%) 18% Note: The attached "Financial and Operational Highlights" are an integral part of the press release financial statements. Page 9 of 16 2% 15% 24% 1% 72% 74% 82% 21% (16%) 21% 13% 9% 56% 19% 7% 3,122,433 798,558 (45,002) (4,637) (181,033) (181,585) (114,170) (30,327) (10,523) (567,277) 13% 22% 26% (1%) 100% AMAZON.COM, INC. Consolidated Balance Sheets (in thousands, except per share data) (unaudited) ASSETS Current assets: Cash and cash equivalents Marketable securities Inventories Accounts receivable, net and other current assets Total current assets Fixed assets, net Goodwill, net Other intangibles, net Other equity investments Other assets Total assets December 31, 2002 December 31, 2001 $ $ $ LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities: Accounts payable Accrued expenses and other current liabilities Unearned revenue Interest payable Current portion of long-term debt and other Total current liabilities $ Long-term debt and other 738,254 562,715 202,425 112,282 1,615,676 239,398 70,811 3,460 15,442 45,662 1,990,449 618,128 314,935 47,916 71,661 13,318 1,065,958 $ $ 2,277,305 540,282 456,303 143,722 67,613 1,207,920 271,751 45,367 34,382 28,359 49,768 1,637,547 444,748 305,064 87,978 68,632 14,992 921,414 2,156,133 Commitments and contingencies Stockholders' deficit: Preferred stock, $0.01 par value: Authorized shares -- 500,000 Issued and outstanding shares -- none Common stock, $0.01 par value: Authorized shares -- 5,000,000 Issued and outstanding shares -- 387,906 and 373,218, respectively Additional paid-in capital Deferred stock-based compensation Accumulated other comprehensive income (loss) Accumulated deficit Total stockholders' deficit Total liabilities and stockholders' deficit - $ 3,879 1,649,946 (6,591) 9,662 (3,009,710) (1,352,814) 1,990,449 Note: The attached "Financial and Operational Highlights" are an integral part of the press release financial statements. Page 10 of 16 - $ 3,732 1,462,769 (9,853) (36,070) (2,860,578) (1,440,000) 1,637,547 AMAZON.COM, INC. Supplemental Financial Information and Business Metrics (in millions, except per share data) (unaudited) Q4 2001 Q1 2002 Q2 2002 Q3 2002 Q4 2002 Y/Y% Growth Results of Operations Net sales Net sales -- trailing twelve months (TTM) Net sales shipped outside the U.S. -- % of net sales $ $ 1,115 $ 3,122 $ 29% 847 $ 3,269 $ 34% 806 $ 3,407 $ 34% 851 $ 3,619 $ 36% 1,429 3,933 37% 28% 26% N/A Gross profit Gross margin -- % of net sales Gross profit -- TTM Gross margin -- TTM % of net sales $ 274 $ 24.6% 799 $ 25.6% 223 $ 26.3% 839 $ 25.7% 218 $ 27.1% 878 $ 25.8% 216 $ 25.4% 932 $ 25.7% 335 23.5% 993 25.2% 22% N/A 24% N/A 9.8% 12.0% 10.7% 10.6% 11.2% 11.3% 10.6% 10.7% 11.3% 10.6% 10.4% 11.2% 8.9% 10.0% 9.5% N/A N/A N/A 233 813 8% (4%) $ Fulfillment costs -- % of net sales Fulfillment costs -- TTM % of net sales Fulfillment costs -- % of net sales, excluding Services net sales Pro forma operating expenses Pro forma operating expenses -- TTM $ $ Pro forma operating income Pro forma operating margin -- % of net sales Pro forma operating income (loss) -- TTM Pro forma operating margin -- TTM % of net sales $ GAAP operating income (loss) GAAP operating margin -- % of net sales GAAP operating income (loss) -- TTM GAAP operating margin -- TTM % of net sales $ $ $ 215 844 $ $ 198 811 $ $ 192 795 $ $ 189 795 $ $ 59 $ 5.3% (45) $ (1.4%) 25 $ 2.9% 28 $ 0.9% 26 $ 3.2% 82 $ 2.4% 27 $ 3.2% 137 $ 3.8% 102 7.1% 180 4.6% 74% N/A N/A N/A 15 $ 1.3% (412) $ (13.2%) 2 $ 0.2% (194) $ (5.9%) 1 $ 0.2% (53) $ (1.5%) (10) $ (1.1%) 8 $ 0.2% 71 4.9% 64 1.6% 386% N/A N/A N/A 75 0.19 66 117% 104% N/A 3 0.01 (149) (48%) (51%) (74%) 606 1,873 164 27.1% 73 12% 13% 11% 17% N/A 14% N/A 262 645 39 14.9% (10) (4%) 21% 18% 12% N/A (52%) N/A 461 1,169 92 19.9% 20 4% 76% 77% 67% N/A N/A N/A 99 246 40 40.3% 19 19% 1% 9% (10%) N/A (26%) N/A Pro forma net income (loss) Diluted pro forma net income (loss) per share Pro forma net income (loss) -- TTM $ $ $ 35 $ 0.09 $ (157) $ (5) $ (0.01) $ (86) $ (4) $ (0.01) $ (32) $ GAAP net income (loss) GAAP net income (loss) per share GAAP net loss -- TTM $ $ $ 5 $ 0.01 $ (567) $ (23) $ (0.06) $ (356) $ (94) $ (0.25) $ (281) $ (35) $ (0.09) $ (147) $ 443 1,722 123 27.8% 46 10% $ $ $ 412 1,744 124 30.0% 49 12% $ $ $ 412 1,805 116 28.2% 43 10% $ $ $ 126 557 19 15.4% (21) (16%) $ $ $ 128 574 19 14.4% (18) (14%) $ $ $ 129 600 13 10.1% (24) (19%) $ $ $ 226 755 49 21.7% (11) (5%) $ $ $ 218 845 47 21.7% (10) (5%) $ $ $ 264 970 61 23.0% 1 0% $ $ $ 47 244 29 60.9% 6 12% $ $ $ 47 245 26 55.4% 8 16% $ $ $ North America Books, Music and DVD/Video (BMVD) segment: BMVD net sales BMVD net sales -- TTM BMVD gross profit BMVD gross margin -- % of BMVD net sales BMVD pro forma operating profit BMVD pro forma operating margin -- % of BMVD net sales North America Electronics, Tools and Kitchen (ETK) segment: ETK net sales ETK net sales -- TTM ETK gross profit ETK gross margin -- % of ETK net sales ETK pro forma operating loss ETK pro forma operating margin -- % of ETK net sales International segment: International net sales International net sales -- TTM International gross profit International gross margin -- % of International net sales International pro forma operating profit (loss) International pro forma operating margin -- % of International net sales Services segment: Services net sales Services net sales -- TTM Services gross profit Services gross margin -- % of Services net sales Services pro forma operating profit Services pro forma operating margin -- % of Services net sales $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ 538 1,689 140 26.0% 64 12% $ $ $ 217 547 35 16.0% (20) (9%) $ $ $ 262 661 55 21.0% (11) (4%) $ $ $ 98 225 45 45.4% 26 26% $ $ $ $ $ $ $ 53 236 32 59.9% 10 20% $ $ $ $ $ $ $ $ $ $ $ 0 0.00 26 of 16 Financial Information and Business Metrics. Note: The attached "Financial and Operational Highlights" are an integral partPage of this11 Supplemental $ $ $ $ $ $ $ AMAZON.COM, INC. Supplemental Financial Information and Business Metrics (in millions, except inventory turnover, accounts payable days, and employee data) (unaudited) Q4 2001 Q1 2002 Q2 2002 Q3 2002 Q4 2002 Y/Y% Growth Balance Sheet Cash and marketable securities $ 997 Inventory, net Inventory -- % of TTM net sales Inventory turnover -- TTM Inventory turnover -- TTM, excluding Services cost of sales $ 144 $ 5% 15.8 15.2 139 $ 4% 17.4 16.7 127 $ 4% 18.9 18.1 152 $ 4% 19.4 18.6 202 4% 19.3 18.5 Fixed assets, net $ 272 256 249 239 239 (12%) 52 7% Accounts payable days -- ending $ $ 49 745 $ $ 45 824 $ $ 46 866 $ $ 50 1,301 31% 41% N/A 22% 22% Cash Flows Operating cash flow -- TTM $ (120) $ 46 $ 48 $ 151 $ 174 N/A Free cash flow (operating cash flow less purchases of fixed assets) -- TTM $ (170) $ 10 $ 16 $ 120 $ 135 N/A Adjusted free cash flow (free cash flow less repayment of capital lease obligations) -- TTM $ (190) $ (9) $ (3) $ 103 $ 120 N/A Other Common shares outstanding Stock-based employee awards outstanding Stock-based employee awards outstanding -- % of common shares outstanding Employees (full-time and part-time) 373 66 18% 7,800 375 62 17% 7,900 380 50 13% 7,700 381 48 13% 7,800 Note: The attached "Financial and Operational Highlights" are an integral part of this Supplemental Financial Information and Business Metrics. Page 12 of 16 388 45 12% 7,500 4% (32%) N/A (4%) AMAZON.COM, INC. Financial and Operational Highlights (unaudited) Results of Operations (all comparisons are with the equivalent period of the prior year) Net Sales Net sales benefited from changes in foreign-currency exchange rates compared with the prior year by approximately $35 million in the fourth quarter 2002 ($3 million benefit to pro forma operating profit) and $47 million for fiscal 2002 ($4 million benefit to pro forma operating profit). Shipping revenue, which excludes commissions earned from Amazon Marketplace, was approximately $121 million in the fourth quarter, down from $125 million. Gross Profit Shipping costs increased 11% to $151 million in the fourth quarter 2002 and shipping loss increased to approximately $30 million, from a loss of $11 million. We continue to measure our shipping results relative to their effect on our overall financial results, with the viewpoint that shipping promotions are an effective marketing tool. We expect to continue offering our customers free shipping options, which reduce shipping revenue as a percentage of sales and negatively affect gross margins. Fulfillment Fulfillment costs represent those costs incurred in operating and staffing our fulfillment and customer service centers, credit card fees and bad debt costs. Fulfillment costs also include amounts paid to third-party cosourcers, who assist us in fulfillment and customer service operations. Certain Services-segment fulfillment-related costs incurred on behalf of third-party sellers are classified as cost of sales rather than fulfillment. Stock-Based Compensation During the first quarter 2001, we offered a limited non-compulsory exchange of employee stock options, which results in variable accounting treatment for approximately 5 million stock options at December 31, 2002, including approximately 4 million options granted under the exchange offer that have an exercise price of $13.375 and expire in the third quarter 2003. Variable accounting treatment will result in unpredictable charges or credits dependent on the fluctuations in quoted prices for our common stock, which we are unable to forecast. o At December 31, 2002, cumulative compensation expense associated with variable accounting treatment, including $31 million in the fourth quarter 2002, was approximately $60 million—based on exercises to date and a quarter-end closing common stock price of $18.89—of which $40 million is associated with options exercised and no longer subject to future variability. o We have quantified the hypothetical effect on stock-based compensation associated with various quoted prices of our common stock using a sensitivity analysis for our outstanding stock options subject to variable accounting. We have provided this information to give additional insight into the volatility we will experience in our future results of operations to the extent that the quoted price for our common stock is above $13.375. This sensitivity analysis is not a prediction of future performance of the quoted prices of our common stock. Using the following hypothetical market prices of our common stock above $13.375 (including the actual expense associated with options exercised), our hypothetical cumulative compensation expense at December 31, 2002, and the difference between hypothetical cumulative compensation expense and actual cumulative compensation expense recorded at December 31, 2002, resulting from variable accounting treatment would have been as follows (in millions, except per share amounts): Page 13 of 16 Hypothetical Increase Over $13.375 per Share Hypothetical Market Price per Share Hypothetical Cumulative Compensation Expense Hypothetical vs. Cumulative Compensation Expense December 31, 2002 15% $15.38 $47 $ (13) 25% $16.72 $52 $ (8) 50% $20.06 $65 $ 4 75% $23.41 $77 $ 17 100% $26.75 $90 $ 29 Actual variable-accounting-related compensation could differ significantly from the above illustration in instances where options are exercised during a period at prices that differ from the closing stock price for the reporting period. Under our restricted stock unit program, which commenced in the fourth quarter 2002, we award restricted stock units as our primary vehicle for employee equity compensation. Restricted stock units are measured at fair value on the date of grant based on the number of shares granted and the quoted price of our common stock. Such value is recognized as an expense ratably over the corresponding service period. To the extent that restricted stock units are forfeited prior to vesting, the corresponding previously recognized expense is reversed as an offset to stock-based compensation. Amortization of Goodwill and Other Intangibles As a result of our adoption of Statement of Financial Accounting Standards No. 141 and No. 142, during the first quarter 2002 we reclassified $25 million of other intangible assets (comprising only assembled workforce intangibles) into goodwill and discontinued the amortization of our goodwill. Restructuring-Related and Other In January 2001, we announced and began implementation of our operational restructuring plan to reduce our operating costs, streamline our organizational structure, consolidate certain of our fulfillment and customer service operations and migrate a large portion of our technology infrastructure to a new operating platform. The restructuring plan is complete, although we may adjust our estimates prospectively if necessary. Corresponding with our January 2001 operational restructuring, in the fourth quarter 2002 we reached a termination agreement with the landlord of our leased fulfillment center facility in McDonough, Georgia. This agreement requires payments totaling $12 million, $4 million of which was paid in the fourth quarter 2002 ($8 million is payable first quarter 2003). As a result of this agreement, in the fourth quarter 2002 we adjusted our restructuring liability to reflect current estimates of restructuring-related cash flows and recorded a $5 million restructuringrelated gain. Restructuring-related cash payments totaled $11 million in the fourth quarter 2002 (including the $4 million paid with respect to our McDonough facility), compared with $14 million. We anticipate the following net cash outflows associated with restructuring-related commitments (amounts due within 12 months are included within accrued expenses and other current liabilities and the remaining amounts within long-term debt and other on our balance sheet): (in millions) Leases (a) Other Year Ending December 31, 2003 .................................................................................................... 21 4 2004 .................................................................................................... 12 1 2005 .................................................................................................... 5 — 2006 .................................................................................................... 3 — 2007 .................................................................................................... 3 — Thereafter ........................................................................................... 8 — Page 14 of 16 Total 25 13 5 3 3 8 Total estimated cash outflows ................................................................. $52 $5 $57 (a) Net of anticipated sublease income of approximately $47 million (we have signed contractual sublease agreements covering $10 million in future payments) on gross lease obligations of $99 million. Other Income (Expense), Net Other income, net includes net realized gains on sales of marketable securities. Other Gains (Losses), Net Other losses, net primarily consist of a foreign-currency loss on the remeasurement of our 6.875% Eurodenominated convertible subordinated notes (PEACS) from Euros to U.S. dollars. We are unable to accurately forecast the effect on our future reported results associated with the remeasurement of the PEACS. Income Taxes At December 31, 2002, we had net operating loss carryforwards (NOLs) of approximately $2.5 billion related to U.S. federal, state and foreign jurisdictions. Utilization of NOLs, which begin to expire at various times starting in 2010, may be subject to certain limitations. Approximately $1.2 billion of our NOLs relate to deductible stock-based compensation in excess of amounts recognized for financial reporting purposes—to the extent any of this amount is realized, the resulting benefit will be credited to stockholders’ equity, rather than results of operations. Net Income Although we reported fourth quarter 2002 positive net income of $3 million, we believe that this positive net income result should not be viewed as a material positive event and is not predictive of future trends for a variety of reasons. For example, excluding the $5 million restructuring-related gain associated with our McDonough, Georgia, fulfillment center lease-termination agreement, we would have reported a net loss in the fourth quarter 2002. Alternatively, excluding the $31 million stock-based compensation charge associated with variable accounting treatment on certain of our employee stock options that resulted from an increase in our stock price during the fourth quarter, or excluding the $38 million foreign-currency loss on the remeasurement of our PEACS from Euros to U.S. dollars, we would have reported more net income in the fourth quarter 2002. We are unable to forecast the effect on our future reported results of certain items, including the stock-based compensation charges or credits associated with variable accounting treatment on certain of our employee stock options that will result from fluctuations in our stock price, and the gain or loss associated with our PEACS that will result from fluctuations in foreign-currency rates. Financial Condition Our marketable securities, at estimated fair value, consist of the following at December 31, 2002 (in millions): Asset-backed and agency securities Treasury notes and bonds Corporate notes and bonds Certificates of deposit Commercial paper, short-term obligations and equity securities $317 175 43 22 6 $563 At December 31, 2002, we have pledged approximately $121 million of our marketable securities as collateral for certain contractual obligations, compared with $167 million. Amounts pledged for standby letters of credit that guarantee certain contractual obligations, primarily property leases, were $58 million; $23 million is pledged for a swap agreement that hedges the foreign-exchange-rate risk on a portion of our PEACS; and $40 million is pledged for certain of our real estate lease agreements. The amount of marketable securities we are required to pledge pursuant to the swap agreement fluctuates with the fair market value of the swap obligation. Page 15 of 16 Long-term debt primarily includes the following (in millions): Principal Interest at Maturity Rate Principal Due Date Senior Discount Notes........................................................................ $ 264(a) 10.000% May 2008 Convertible Subordinated Notes ........................................................ 1,250 4.750% February 2009 PEACS ............................................................................................... 725(b) 6.875% February 2010 Total long-term debt ................................................................................ $2,239 (a) $256 million at December 31, 2002 (b) 690 million Euros Certain Definitions and Other Our segment reporting includes four segments: North America Books, Music and DVD/Video (“BMVD”); North America Electronics, Tools and Kitchen (“ETK”); International; and Services. Stock-based compensation, amortization of goodwill and other intangibles, and restructuring-related and other costs are not allocated to segment results. All other centrally incurred operating costs are fully allocated to segment results. There are no internal transactions between the Company’s reporting segments. The BMVD segment includes revenues, direct costs and cost allocations primarily associated with retail sales from www.amazon.com and www.amazon.ca for books, music, DVDs, video products and magazine subscription commissions. This segment also includes revenues from stores offering these products through our Syndicated Stores Program, such as www.borders.com, and commissions and other amounts earned from sales of these products offered by third-party sellers (businesses and individuals) under our Amazon Marketplace (such as a used out-ofprint book) and [email protected] Programs. The ETK segment includes revenues, direct costs and cost allocations primarily associated with www.amazon.com retail sales of electronics, home improvement and home and garden products, as well as our catalog sales of toys and tools. This segment also includes commissions and other amounts earned from sales of these products offered by third-party sellers under our Amazon Marketplace and [email protected] Programs. The International segment includes all revenues, direct costs and cost allocations associated with the retail sales of our internationally focused U.K., German, French and Japanese Web sites—www.amazon.co.uk, www.amazon.de, www.amazon.fr and www.amazon.co.jp. This segment also includes commissions and other amounts earned from sales of products offered by third-party sellers under our Amazon Marketplace and [email protected] Programs and revenues from stores offering products through our Syndicated Stores Program. The Services segment includes revenues, direct costs and cost allocations associated with certain of our commercial agreements, including the Merchant Program, such as www.target.com, and the [email protected] Program to the extent full product categories are not also offered by our online retail stores, such as Toys and Games and Apparel and Accessories. This segment also includes our technology alliance with America Online and miscellaneous marketing, promotional and other agreements. All references to customers mean customer accounts, which are unique e-mail addresses, established either when a customer’s initial order is shipped or when a customer orders from certain third-party sellers on our Web sites. Customer accounts include customers of Amazon Marketplace, Auctions and zShops and our [email protected] and Syndicated Stores Programs, but exclude Merchant Program customers, Amazon.com Payments customers, our catalog customers and the customers of select companies with whom we have a technology alliance or marketing and promotional relationships. A customer is considered active upon placing an order. All references to units mean units sold (net of returns and cancellations) by us and third-party sellers at Amazon.com domains worldwide—such as www.amazon.com, www.amazon.ca, www.amazon.fr, www.amazon.co.uk, www.amazon.de and www.amazon.co.jp—and at Syndicated Stores domains, as well as Amazon.com-owned items sold at non-Amazon.com domains, such as books, music and DVD/video items ordered from Amazon.com's store at www.target.com. Units do not include Amazon.com gift certificates. Page 16 of 16
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